TIDMPU12
RNS Number : 7241D
Puma VCT 12 PLC
30 June 2021
HIGHLIGHTS
-- Realisation of investment in Pure Cremation in June 2021.
Directors intend to declare a substantial special interim
dividend.
-- Profit of GBP3,896,000 for the year, representing 12.6p per share.
-- Funds substantially invested in a diverse range of high quality businesses and projects.
-- NAV per share at the year-end was 100.81p (after adding back dividends paid to date).
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the Company's fifth annual report for
the year ended 28 February 2021.
Background
Once again, we are reporting against the backdrop of major
economic disruption caused by the COVID-19 pandemic. Whilst the
vaccine roll-out programme and the Government's road map out of
lock down continue to progress, the impact of the measures taken to
deal with COVID-19 continue to impact the entire economy and touch
almost every sector.
Despite this volatile economic environment caused by the
pandemic, we are pleased to report that in June 2021, after the end
of the current financial year being reported upon, the Company sold
its position in Pure Cremation and realised a gain of GBP4.46m,
2.1x return on total funds invested.
There is also good progress with several other companies in our
portfolio and overall, we are pleased with the performance. We have
worked closely to support the companies in our qualifying portfolio
during the pandemic and the picture for the VCT is a lot more
positive than could perhaps have been expected. That said, the
repeated lockdowns will inevitably affect the timing of exits. So,
whilst the Company was launched with an anticipated life of five to
six years, it is likely that the liquidation process may take place
at a later date than originally envisaged. Further details are set
out below.
Results
The Company reported a profit of GBP3,896,000 for the year
(2020: GBP764,000), a post-tax profit of 12.60p (2020: 2.47p) per
ordinary share (calculated on the weighted average number of
shares). The Net Asset Value per ordinary share ("NAV") as at 28
February 2021 after adding back the 9p of dividends paid to 28
February 2021 was 100.81p (2020: 88.20p).
Dividend
The Company paid dividends totalling 6p per ordinary share
during the year, bringing dividends paid to date to 9p per ordinary
share. The recent exit of Pure Cremation will enable the Company to
pay a substantial special dividend, to be declared later this
summer.
Investments
At the end of the year, the Company had GBP25.5 million invested
in a mixture of qualifying and non-qualifying investments whilst
maintaining our VCT qualifying status. Details of these investments
can be found in the Investment Manager's report on pages 3 to
9.
VCT Qualifying Status
PricewaterhouseCoopers LLP ("PwC") provides the Board and the
Investment Manager with advice on the ongoing compliance with HMRC
rules and regulations concerning VCTs and has reported no issues in
this regard for the Company to date. PwC also assists the
Investment Manager in establishing the status of investments as
qualifying holdings and will continue to assist the Investment
Manager in monitoring rule compliance.
Annual General Meeting and Delay to Proposal to Wind-Up the
Company
The Annual General Meeting of the Company will be held at
Cassini House, 57 St James's Street, London, SW1A 1LD on 31 August
2021 at 11 a.m.. Notice of the Annual General Meeting and Form of
Proxy will be inserted within the annual accounts.
As noted above, the Company has now just passed its fifth
anniversary. It was anticipated in the Company's Prospectus that
the Board would convene a General Meeting of the Company at which
resolutions would be proposed to place the Company into members'
solvent liquidation. That remains the Board's intention but, in
light of the delays to realisations caused by the COVID-19 crisis,
the Board has decided to delay this step, which it will keep under
regular review.
Shareholders should therefore not expect the return of most of
their capital as quickly as might have happened if the Covid crisis
has not occurred. However, the Board is mindful of the demand of
shareholders to see the capital returned but in an orderly way.
Ray Pierce
Chairman
30 June 2021
INVESTMENT MANAGER'S REPORT
Introduction
The year was of course dominated by the Covid-19 pandemic, which
has dramatically accelerated a number of major macroeconomic
trends. As the UK entered the pandemic at the beginning of 2020,
the core outlook was of a high debt, low interest rate, low
inflation model. In such an environment, innovative, fast growing
companies tend to attract high values as it is easier to buy growth
than to create it organically. This is exacerbated by large,
cash-rich incumbents being reluctant to retain high levels of
liquid assets as the yield on cash is unacceptably low. Overall,
such an environment is supportive of small company investing, as it
is stimulative of exits at good valuations.
Now, as the country begins to emerge from the Covid dislocation,
it is evident that the economy has been thrust forwards on that
trajectory by several years. National debt levels are very much
higher while interest rates remain very low. In fact, we risk being
in a position where governments and Central Banks (now more
entwined than they have been for probably 30 years) cannot afford
to raise interest rates. That raises material concerns about
inflation, consideration of which we formally upweighted in our
investment analysis this February.
Further, this has not been a 'conventional' recession. Whilst
there has been considerable uncertainly throughout, including an
intensely difficult planning period at the onset of the crisis, the
scale of Government support, particularly via the Furlough scheme,
but also through the various guaranteed loan schemes, has been
unprecedented. The majority of that support still needs to be
unwound, and in our view, it would be unwise to assume that we are
now in an early cycle recovery phase like any other.
The Investment Manager to the Company, Puma, has a highly
involved and hands-on approach to portfolio management. This keeps
us close to the management teams that the Company has backed and
allows us to help them deal with challenges that arise. This,
coupled with a focus on genuine multi-sector diversity, has served
the Company well over the extraordinary last twelve months.
Investments
Qualifying Investments
Pure Cremation - Crematorium and Direct Cremations
Pure Cremation is a leading provider of direct cremations in the
UK, meeting the needs of a growing number of people who want a
respectful cremation arranged without any funeral, leaving them
free to say farewell how, where and when is right for them.
The business has continued to perform extremely strongly
throughout the period and has expanded operations to cover mainland
Scotland where Pure Cremation has now taken office space. Similarly
in Andover, where its main site, headquarters and crematoria are
based, it took on substantial additional office space for its
expanding customer services function.
Now profitable, the business has been using its growing free
cash flow to carefully expand into adjacent end of life services
and sectors. It recruited a legal team in Birmingham to help with
its new will writing offer, which has initially been presented to
existing pre-paid plan holders. Additional staff have also been
taken on to support the business's existing trade networks and to
drive at-need business in local markets. These efforts have been
supported by the expansion of the group's marketing capacity, with
new marketing channels added, including a digital focus to extend
reach to new markets.
The position was realised in June 2021 for GBP8.51m, generating
a gain of GBP4.46m on the original GBP4.05m invested. The accounts
for the period value the holding at GBP7.80m (including accrued
loan interest income).
NRG Gym - Budget Gyms
NRG is a gym business aimed at price-sensitive millennials with
a keen interest in sports and fitness. The business operated sites
in Gravesend and Watford at the point of our investment and has
since added gyms in Walsall and Lewisham.
Having closed all sites during the first lockdown, NRG gyms were
able to reopen on 25th July 2020 in line with government
regulations. Upon reopening, the company was soon trading at
membership levels higher than before the first lockdown. This
followed the business's significant focus on marketing and
messaging during the lockdown. The sites had to close again as a
result of the national lockdown from 5th November 2020. During
closure, the company benefitted from various government grant
schemes, including the job retention scheme, the restart grant and
the local restrictions support grant.
The company is exploring options for various digital offerings
for its members after finding success with streaming instructional
videos from its trainers over lockdown. These efforts rest on its
growing membership base and its success at engaging that base
through social media, particularly Instagram. The business
continues to evolve and tighten its sales messaging, supported by
the physical sites, media use and its website, to resonate with
target customers and drive up yield.
Post period end, the gyms were able to re-open on 12th April in
line with government regulations, with classes commencing indoors
on 17th May. Encouragingly, membership numbers have reached and, in
some cases, eclipsed pre-pandemic levels.
Growing Fingers - Children's Nursery
Our investment has funded the construction and launch of a new
purpose-built 108-place nursery school in Wendover,
Buckinghamshire, an affluent commuter town with direct links to
London. The Company benefits from first-charge security over the
Wendover site and the Growing Fingers business.
Having experienced delays to construction due to material and
staff shortages during lockdown, practical completion was reached
at the beginning of January of this year. Despite limitations and
restrictions in place due to Covid-19 legislation, the team
conducted significant pre-marketing, utilising the latest
technology to showcase the nursery to prospective parents, which
led to strong advance registrations ahead of opening in March 2021
and, once opened, the nursery has since traded ahead of
expectations.
Applebarn Nurseries - Children's Nursery
Applebarn Nurseries is a childcare business operating under the
brand, Back to the Garden Childcare. The team's first site, a
custom-built 120-place children's day nursery in Altrincham, South
Manchester, opened in September 2018 and continues to show growth
in occupancy.
The nursery was closed during the first lockdown in line with
government regulations but was able to reopen in August 2020
operating at reduced capacity. Since then, the school has remained
open, working in a system of 'bubbles' of teachers and students.
This is to mitigate any potential risk of needing to isolate due to
Covid-19.
Post period, the nursery has now been able to resume parent
tours in preparation for September 2021 when a new cohort of
attendees from the age of three upwards is expected to join.
Hot Copper - Pubs with Microbreweries
Brewhouse & Kitchen is the largest brewpub brand in the UK,
distinctive for brewing their own unique craft beers onsite and
running an participatory experience with beer tasting and brewing
masterclasses. The Company invested into Knott End Pub Company in
2017, as a franchisee to the Brewhouse & Kitchen brand to
provide growth capital for the further build-out of the overall
Brewhouse & Kitchen branded estate.
In December 2020 Knott End was merged with two other Brewhouse
& Kitchen franchise companies which other Puma managed funds
had previously invested into. This resulted in the Company now
holding shares in Hot Copper Pub Company Limited, and therefore
having exposure to a larger, more diverse, mostly freehold estate
Hot Copper benefits from a solid financial position, and sufficient
free cash to exploit acquisition opportunities which may arise from
the current challenging climate.
Naturally, this has been a difficult time for pub businesses due
to the extreme restrictions on trade which have characterised much
of the period. Although there have been some very encouraging
trading figures from the pubs when they have been able to open, Hot
Copper has had to focus primarily on managing cash, and the
Directors have taken the decision to mark down the value of the
holding by a further GBP700,000 to reflect the challenging
environment.
Over the course of the period, Brewhouse & Kitchen invested
into their "B&K On Tap" app, which allows them to digitise the
customer journey, accommodating order-from-table and pay-from-table
functionality. This new digital solution will not only allow them
to gain better labour efficiencies and reduce wage bills but will
also facilitate the company in better understanding their
customer-base.
Post period end, as the hospitality sector reopened in April,
trade for Hot Copper has begun well, with several units posting
gains on 2019 trading levels despite operating with significant
restrictions still in place. This trade benefits from ongoing
government support, including rates relief, flexi-furlough and the
reduction of VAT on food sales from 20% to 5%, now extended to
September 2021.
Also in April, post period end, Brewhouse & Kitchen won
'Best Pub Employer' at the 2021 Publican Awards and was shortlisted
as 'Best Managed Pub Company'. The reputational benefits of these
awards will help Hot Copper as a franchisee.
Kid & Play - Children's Nursery
Kid & Play has developed a 110-place children's day nursery
in Bedford, which was originally expected to open in Spring 2020
but experienced interruptions to building work due to Covid-19. It
therefore reached practical completion in May 2020 and opened in
August 2020.
The site traded well from opening and has consistently been
ahead of budget in terms of occupancy.
Encouragingly, the unit's occupancy is heavily weighted to
babies and 'early years' children who are likely to remain with the
nursery for three to four years. The company is finalising
arrangements to acquire the lease on a new development site in
Barnet with a targeted opening date of late autumn 2021.
Signal Building Services - Construction Projects
The Company has invested GBP200,000 (as part of a total
investment round of GBP2 million) into Signal Building Services
Limited, a business specialising in delivering turnkey solutions to
construction projects led by a management team with over 40 years'
of combined experience in the construction sector. Signal Building
Services is currently working on the construction of a 41-unit
residential scheme in North-West London and a 60-bed care home in
Wilmslow. It has also recently been working on the construction of
a 22-apartment supported living scheme in Wigan which, we are
pleased to report, completed successfully during the year.
Sunlight Education Nucleus - Special Educational Needs
Schools
Sunlight Education Nucleus ("SEN") is a provider of special
educational needs schools in the Midlands run by an expert
management team with a proven track record of sourcing, developing
and launching highly successful special needs educational
settings.
At the outbreak of the pandemic, SEN's school in Stafford, West
Midlands, was able remain open for students attending at the
discretion of their parents and the school. This was based on
government advice for vulnerable children and those with education
health and care plans. Online teaching was provided to pupils who
stayed at home during this time. Since opening in September 2020
for the new school year, this school has performed well and ahead
of forecast. Furthermore, it has received approval from the
Department of Education to increase the number of registered pupil
spaces from 50 to 100.
SEN's second school in Crewe, Cheshire, opened fully in
September 2020 with four-times the number of students originally
expected and has also traded ahead of forecast. Referrals from
Local Authorities remain strong and accordingly both schools are
hiring new staff to cater for the increased demand.
Tictrac Limited - Health Engagement Platform
TicTrac is a personalised health and wellness platform that
provides exclusive content to its users, as well as taking
information from their wearable fitness trackers to give targeted
feedback and action plans. TicTrac has gathered powerful evidence
that use of its platform reduces sedentary behaviour amongst large
workforces, with associated positive outcomes for engagement and
wellbeing.
TicTrac's main customers are large insurance companies, such as
Aviva, Allianz and Prudential, Generali Employee Benefits and Bupa
Hong Kong. During 2020, TicTrac also launched a software as a
service (SaaS) offer, selling direct to corporates, again for the
provision of the TicTrac platform to staff as an employee
benefit.
The Covid-19 pandemic accelerated an already prevalent focus on
health and wellness, highlighting the need for flexible, scalable
digital solutions. These trends are very positive for TicTrac.
Whilst corporate spending was scrutinised in most areas during
2020, TicTrac's multi-year contracts with large insurers provided a
buffer from this scrutiny and afforded the business with good
levels of revenue visibility. Coupled with the investment from Puma
funds (and co-investment partner Aviva Ventures) the business has
been able to remain in growth mode and continue developing the
skillsets it needs for expansion.
Post period end, the company has announced some significant
client wins, again on valuable multi-year contracts. This year the
business will continue to grow its staff base across the sales,
account management, product and technology teams, with a focus on
scaling and refining sales and marketing strategy.
Non-Qualifying Investments
As previously reported, the Company had initially invested just
over GBP20 million in a series of lending businesses offering an
appropriate risk adjusted return in the short to medium term. As
intended, most of these positions have been liquidated as the
Company has made qualifying investments. Details of these lending
businesses' loans are set out below.
Care Homes for the Elderly, Willenhall and Lichfield
A loan of GBP1,926,000 was advanced (through an affiliate,
Marble Lending Limited) to various entities within the Macc Care
group of companies to support the stabilisation of a newly built
73-bed care home in Willenhall (between Wolverhampton &
Walsall) and the acquisition of a site in Lichfield which was the
subject of a planning application for a 90-bed care home. This
loan, together with loans from other vehicles managed and advised
by the Investment Manager totalling GBP7.7 million, was secured
with a first charge over the two sites. We are pleased to report
that the loan was repaid in full during the year.
Supported Living, Nottingham and Liverpool
As previously reported, a loan of GBP1,623,000 was advanced
(through an affiliate, Piccadilly Lending Limited) to various
entities within the Carislease group of companies. The loan was
funding for the acquisition and development of a series of
supported living schemes in Nottingham and Liverpool. This loan,
together with loans from other vehicles managed and advised by the
Investment Manager totalling GBP4.8 million, was secured with a
first charge over the sites, many of which had already been
pre-sold. The loan was repaid in full during the year.
Aparthotel, Glasgow
A pre-development bridge loan of GBP836,000 was advanced
(through affiliate Tottenham Lending Limited) to Citihome Glasgow
Limited against a site with planning permission for a 156-room
aparthotel in central Glasgow. This loan, together with loans from
other vehicles managed and advised by the Investment Manager
totalling GBP3.3 million, is secured with a first charge over the
site and is backed by a personal guarantee from the developer.
Since the loan was advanced, the developer successfully increased
the planning permission to 204 rooms.
Care Home for the Elderly, Bristol
A loan of GBP1,512,000 was advanced to facilitate the
development of a new 80-bed care home in Bristol. The loan was made
through an affiliate, Marble Lending Limited and was advanced
together with facilities from other vehicles managed and advised by
the Investment Manager totalling GBP13.4 million. The developer has
significant previous experience of developing and operating care
homes and the loans are secured with a first charge over the
site.
Purpose Built Student Accommodation, Brighton
A loan of GBP1,250,000 was advanced (through an affiliate,
Tottenham Lending Limited) to Alumno Student Brighton Living
(Brighton) Limited. The loan was to fund the acquisition and
development of a 71-unit purpose-built student accommodation unit
in Brighton. This loan, together with loans from other vehicles
managed and advised by the Investment Manager totalling GBP8.47
million, is secured with a first charge over the site. Brighton is
one of the university towns which has had a strong demand for
new-build quality student accommodation and the developer has a
long track record, having developed over 5,000 units to date.
Construction is progressing well with a view to opening in line
with the beginning of the 2021/22 academic year.
Supported Living, Atherstone
A loan of GBP594,000 was advanced (through affiliate Victoria
Lending Limited) to HBP Group Limited to facilitate the development
of 16 supported-living flats in Atherstone, Warwickshire. This
loan, together with loans from other vehicles managed and advised
by the Investment Manager totalling GBP1.7 million, is secured with
a first charge over the property. The scheme benefits from a
pre-let with a leading housing association and a rental void
agreement with a large care provider. The development is expected
to reach practical completion in the coming weeks.
Care Homes for the Elderly, the Wirral
During the year, a loan of GBP700,000 was advanced (through an
affiliate, Victoria Lending Limited) to various entities within the
Athena Healthcare group of companies. This loan, together with
loans from other vehicles managed and advised by the Investment
Manager totalling GBP14 million is supporting the stabilisation of
two newly built 80-bed care homes in the Wirral, near Liverpool.
Both care homes have been performing well and have not, to-date,
had serious outbreaks of Covid-19.
Care Home for the Elderly, Cumbria
A loan of GBP1,311,000 was advanced to facilitate the
development of a new 70-bed care home in Brampton, Cumbria. The
loan was made through an affiliate, Marble Lending Limited and was
advanced together with facilities from other vehicles managed and
advised by the Investment Manager totalling GBP11.7 million. The
developer has significant previous experience of developing and
operating care homes and the loans are secured with a first charge
over the site.
Puma Investment Management Limited
30 June 2021
Investment Portfolio Summary
As at 28 February 2021
Valuation
as a % of
Valuation Cost Gain/(loss) Net Assets
GBP'000 GBP'000 GBP'000
Qualifying Investment
- Unquoted
Growing Fingers Limited 420 420 - 1%
Kid & Play Limited 1,694 1,694 - 6%
Signal Building Services
Limited 194 200 (6) 1%
Applebarn Nurseries Limited 1,833 1,833 - 6%
Hot Copper Pub Company
Limited 2,705 4,053 (1,348) 10%
Sunlight Education Nucleus
Limited 3,650 2,350 1,300 13%
Sweat Union Limited - 3,421 (3,421) 0%
Pure Cremation Holdings
Limited 7,564 4,053 3,511 27%
SA Fitness Holdings Limited
('NRG') 1,429 1,417 12 5%
TicTrac Limited 3,735 2,145 1,590 13%
Total Qualifying Investments 23,224 21,586 1,638 82%
---------- -------- ------------ ------------
Non-Qualifying Investments
Piccadilly Lending Limited 11 11 - 0%
Victoria Lending Limited 317 317 - 1%
Tottenham Lending Limited 510 510 - 2%
Marble Lending Limited 1,450 1,450 - 5%
Total Non-Qualifying
investments 2,288 2,288 - 8%
---------- -------- ------------ ------------
Total Investments 25,512 23,874 1,638 90%
Balance of Portfolio 2,865 2,865 - 10%
Net Assets 28,377 26,739 1,638 100%
---------- -------- ------------ ------------
Of the investments held at 28 February 2021, all are
incorporated in England and Wales.
Income Statement
For the year ended 28 February 2021
Year ended 28 February Year ended 29 February
2021 2020
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
8
Gain on investments (b) - 3,982 3,982 - 946 946
Income 2 677 - 677 595 - 595
677 3,982 4,659 595 946 1,541
-------- -------- -------- -------- --------
Investment management
fees 3 (128) (385) (513) (127) (380) (507)
Other expenses 4 (250) - (250) (270) - (270)
(378) (385) (763) (397) (380) (777)
-------- -------- -------- -------- --------
Profit before taxation 299 3,597 3,896 198 566 764
Taxation 5 (57) 57 - (38) 38 -
Profit and total
comprehensive income
for the year 242 3,654 3,896 160 604 764
======== ======== ======== ======== ======== ========
Basic and diluted
Return per Ordinary
Share (pence) 6 0.78p 11.82p 12.60p 0.52p 1.95p 2.47p
======== ======== ======== ======== ======== ========
All items in the above statement derive from continuing
operations.
There are no gains or losses other than those disclosed in the
Income Statement.
The total column of this statement is the Statement of Total
Comprehensive Income of the Company prepared in accordance with FRS
102 'The Financial Reporting Standard applicable in the UK and
Republic of Ireland'. The supplementary revenue and capital columns
are prepared in accordance with the Statement of Recommended
Practice, 'Financial Statements of Investment Trust Companies and
Venture Capital Trusts' issued by the Association of Investment
Companies.
Balance Sheet
As at 28 February 2021
As at As at
28 February 29 February
Note 2021 2020
GBP'000 GBP'000
Fixed Assets
Investments 8 (a) 25,512 23,724
------------- -------------
Current Assets
Debtors 9 2,866 2,752
Cash 167 23
------------- -------------
3,033 2,775
Creditors - amounts falling
due within one year 10 (168) (163)
Net Current Assets 2,865 2,612
------------- -------------
Total Assets less Current Liabilities 28,377 26,336
Net Assets 28,377 26,336
============= =============
Capital and Reserves
Called up share capital 12 19 19
Capital reserve - realised (1,780) (1,392)
Capital reserve - unrealised 1,638 (2,404)
Revenue reserve 28,500 30,113
Total Equity 28,377 26,336
============= =============
Net Asset Value per Ordinary
Share 13 91.81p 85.20p
============= =============
The financial statements on pages 39 to 54 were approved and
authorised for issue by the Board of Directors on 30 June 2021 and
were signed on their behalf by:
Ray Pierce
Chairman
Statement of Cash Flows
For the year ended 28 February 2021
Year ended Year ended
28 February 29 February
2021 2020
GBP'000 GBP'000
Reconciliation of profit after tax
to net cash used in operating activities
Profit after tax 3,896 764
Gain on investments (3,982) (946)
Increase in debtors (101) (339)
Decrease in creditors (8) (3)
Net cash used in operating activities (195) (524)
------------- -------------
Cash flow from investing activities
Purchase of investments (2,145) (71)
Proceeds from disposal of investments
and repayments of loans 4,339 820
Net cash generated from investing activities 2,194 749
------------- -------------
Cash flow used in financing activities
Dividends paid (1,855) (309)
Net cash used in financing activities (1,855) (309)
------------- -------------
Net Increase/(decrease) in cash and
cash equivalents 144 (84)
Cash and cash equivalents at the beginning
of the year 23 107
Cash and cash equivalents at the end
of the year 167 23
============= =============
Statement of Changes in Equity
For the year ended 28 February 2021
Called Share Capital Capital
up share premium reserve reserve Revenue
capital account - realised - unrealised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 March
2019 19 29,833 (1,050) (3,350) 429 25,881
Total comprehensive
income for the year - - (342) 946 160 764
Dividends paid (309) (309)
Cancellation of share
premium - (29,833) - - 29,833 -
---------- ---------- ------------ -------------- --------- --------
Balance as at 29
February 2020 19 - (1,392) (2,404) 30,113 26,336
Dividends paid - - - - (1,855) (1,855)
Total comprehensive
income for the year - - (328) 3,982 242 3,896
Transfer realised
loss from prior period - - (60) 60 - -
Balance as at 28
February 2021 19 - (1,780) 1,638 28,500 28,377
========== ========== ============ ============== ========= ========
Distributable reserves comprise: Capital reserve-realised,
Capital reserve-unrealised (excluding gains on unquoted
investments) and the Revenue reserve. At the year end,
distributable revenue reserves were GBP28,501,000 (2020:
GBP30,113,000).
The Capital reserve-realised includes gains/losses that have
been realised in the year due to the sale of investments, net of
related costs. The Capital reserve-unrealised represents the
investment holding gains/losses and shows the gains/losses on
investments still held by the Company not yet realised by an asset
sale.
The revenue reserve represents the cumulative revenue earned
less cumulative distributions.
The Company cancelled its share premium account in October
2019.
1. Accounting Policies
Accounting convention
Puma VCT 12 plc ("the Company") was incorporated in England on 2
September 2015 and is registered and domiciled in England and
Wales. The Company's registered number is 09758309. The registered
office is Cassini House, 57 St James's Street, London SW1A 1LD. The
Company is a public limited company (limited by shares) whose
shares are listed on LSE with a premium listing. The Company's
principal activities and a description of the nature of the
Company's operations are disclosed in the Strategic Report.
The financial statements have been prepared under the historical
cost convention, modified to include investments at fair value, and
in accordance with the requirements of the Companies Act 2006,
including the provisions of the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 and with FRS 102
'The Financial Reporting Standard applicable in the UK and Republic
of Ireland' ("FRS 102") and the Statement of Recommended Practice,
'Financial Statements of Investment Trust Companies and Venture
Capital Trusts' issued in October 2019 by the Association of
Investment Companies ("the SORP").
Monetary amounts in these financial statements are rounded to
the nearest whole GBP1,000, except where otherwise indicated.
Going concern
As set out in the Chairman's Statement on pages 1 and 2, due to
the ongoing Covid-19 disruption, the Board have delayed convening a
General Meeting of the Company at which resolutions would be
proposed to place the Company into members' solvent liquidation.
The Board continues to keep this matter under regular review and,
as a result, a meeting may be convened during the period to 30 June
2022. If a meeting is convened, and if the resolution is approved,
the Company would be placed into members' solvent liquidation.
The Directors have considered a period of 12 months from the
date of this report for the purposes of determining the Company's
going concern status which has been assessed in accordance with the
guidance issued by the Financial Reporting Council. After making
enquiries, including consideration of the ongoing impact of
COVID-19 on the Company's current financial position and expected
cash flows for the period of the review, the Directors believe that
it is appropriate to continue to apply the going concern basis in
preparing the financial statements. This is appropriate as the
Company has access to cash reserves greater than the anticipated
annual running costs of the Company.
Investments
All investments are measured at fair value. They are all held as
part of the Company's investment portfolio and are managed in
accordance with the investment policy set out on page 19.
Unquoted investments are stated at fair value by the Directors
with reference to the International Private Equity and Venture
Capital Valuation Guidelines ("IPEV") as follows:
-- Investments which have been made within the last twelve
months or where the investee company is in the early stage of
development will usually be valued at either the price of recent
investment or cost except where the company's performance against
plan is significantly different from expectations on which the
investment was made, in which case a different valuation
methodology will be adopted.
-- Investments in debt instruments will usually be valued by
applying a discounted cash flow methodology based on expected
future returns of the investment.
-- Alternative methods of valuation such as multiples or net
asset value may be applied in specific circumstances if considered
more appropriate.
Realised surpluses or deficits on the disposal of investments
are taken to realised capital reserves, and unrealised surpluses
and deficits on the revaluation of investments are taken to
unrealised capital reserves.
Income
Dividends receivable on listed equity shares are brought into
account on the ex-dividend date. Dividends receivable on unquoted
equity shares are brought into account when the Company's right to
receive payment is established and there is no reasonable doubt
that payment will be received. Interest receivable is recognised
wholly as a revenue item on an accruals basis.
Performance fees
Upon its inception, the Company agreed performance fees payable
to the Investment Manager, Puma Investment Management Limited, and
members of the investment management team at 20% of the aggregate
excess of the amounts realised over GBP1 per Ordinary Share
returned to Ordinary Shareholders. This incentive will only be
effective once the other holders of Ordinary Shares have received
distributions of GBP1 per share.
The performance incentive has been satisfied through the issue
of 7,727,297 Ordinary Shares (as set out in note 11 to the
financial statements) to the Investment Manager and members of the
investment management team being 20% of the total issued Ordinary
Share capital of 38,636,487. Under the terms of the incentive
arrangement, all rights to dividends will be waived until the GBP1
per Ordinary Share performance target has been met. The performance
fee is accounted for as an equity-settled share-based payment.
Section 26 of FRS 102 "Share-Based Payment" requires the
recognition of an expense in respect of share-based payments in
exchange for goods or services. Entities are required to measure
the goods or services received at their fair value, unless that
fair value cannot be estimated reliably in which case that fair
value should be estimated by reference to the fair value of the
equity instruments granted.
At each balance sheet date, the Company estimates that fair
value by reference to any excess of the net asset value, adjusted
for dividends paid, over GBP1 per share in issue at the balance
sheet date. Any change in fair value is recognised in the Income
Statement with a corresponding adjustment to equity.
Expenses
All expenses (inclusive of VAT) are accounted for on an accruals
basis. Expenses are charged wholly to revenue, with the exception
of:
-- expenses incidental to the acquisition or disposal of an investment charged to capital; and
-- the investment management fee, 75% of which has been charged
to capital to reflect an element which is, in the directors'
opinion, attributable to the maintenance or enhancement of the
value of the Company's investments in accordance with the Board's
expected long-term split of return; and
-- the performance fee which is allocated proportionally to
revenue and capital based on the respective contributions to the
Net Asset Value.
Taxation
Corporation tax is applied to profits chargeable to corporation
tax, if any, at the applicable rate for the year. The tax effect of
different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the marginal basis as
recommended by the SORP.
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date,
where transactions or events that result in an obligation to pay
more, or right to pay less, tax in the future have occurred at the
balance sheet date. This is subject to deferred tax assets only
being recognised if it is considered more likely than not that
there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.
Timing differences are differences arising between the Company's
taxable profits and its results as stated in the financial
statements which are capable of reversal in one or more subsequent
periods. Deferred tax is measured on a non-discounted basis at the
tax rates that are expected to apply in the periods in which timing
differences are expected to reverse, based on tax rates and laws
enacted or substantively enacted at the balance sheet date.
Reserves
Realised losses and gains on investments, transaction costs, the
capital element of the investment management fee and taxation are
taken through the Income Statement and recognised in the Capital
Reserve - Realised on the Balance sheet. Unrealised losses and
gains on investments and the capital element of the performance fee
are also taken through the Income Statement and are recognised in
the Capital Reserve - Unrealised.
Debtors
Debtors include accrued income which is recognised at amortised
cost, equivalent to the fair value of the expected balance
receivable.
Creditors
Creditors are initially measured at the transaction price and
subsequently measured at amortised cost, being the transaction
price less any amounts settled.
Dividends
Final dividends payable are recognised as distributions in the
financial statements when the Company's liability to make payment
has been established. The liability is established when the
dividends proposed by the Board are approved by the Shareholders.
Interim dividends are recognised when paid.
Key accounting estimates and assumptions
The Company makes estimates and assumptions concerning the
future. The resulting accounting estimates and assumptions will, by
definition, seldom equal the related actual results. The estimates
and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets within the next
financial year relate to the fair value of unquoted investments,
especially due to the ongoing impact of COVID-19. Further details
of the unquoted investments are disclosed in the Investment
Manager's Report on pages 3 to 9 and notes 8 and 14 to the
financial statements.
2. Income
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
Income from investments
Loan stock interest 677 595
677 595
Other income
Bank deposit income - -
677 595
======================= =======================
3. Investment Management Fees
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
Puma Investments fees 513 507
513 507
======================= =======================
Puma Investment Management Limited ("Puma Investments") has been
appointed as the Investment Manager of the Company for an initial
period of five years, which can be terminated by not less than
twelve months' notice, given at any time by either party, on or
after the fifth anniversary. The Board is satisfied with the
performance of the Investment Manager. Under the terms of this
agreement Puma Investments will be paid an annual fee of 2% of the
Net Asset Value payable quarterly in arrears calculated on the
relevant quarter end NAV of the Company. These fees are capped, the
Investment Manager having agreed to reduce its fee (if necessary to
nothing) to contain total annual costs (excluding performance fee
and trail commission) to within 3.5% of funds raised. Total costs
this year were 2.5% (2020: 2.6%) of the funds raised.
4. Other expenses
Year ended 28 Year ended 29 February
February 2021 2020
GBP'000 GBP'000
PI Administration Services
Limited 90 89
Directors' Remuneration 57 57
Social security costs 2 1
Auditor's remuneration
for statutory audit 32 27
Legal and professional
fees 53 56
Other expenses 16 40
250 270
=============== =======================
PI Administration Services Limited provides administrative
services to the Company for an aggregate annual fee of 0.35% of the
Net Asset Value of the Fund, payable quarterly in arrears.
Remuneration for each Director for the year is disclosed in the
Directors' Remuneration Report on page 27. Directors' remuneration
disclosed above has been grossed up, where applicable, to be
inclusive of VAT. The Company had no employees (other than
Directors) during the year (2020: none). The average number of
non-executive Directors during the year was 3 (2020: 3).
The Auditor's remuneration of GBP26,250 (2020: GBP24,000) has
been grossed up in the table above to be inclusive of VAT.
Non-audit fees charged during the year were GBPnil (2020: GBP250
for iXBRL tagging of the 2019 financial statements).
5. Taxation
Year ended 28 February Year ended 29 February
2021 2020
GBP'000 GBP'000
UK corporation tax charged
to revenue reserve (57) (38)
UK corporation tax credited
to capital reserve 57 38
UK corporation tax charge
for the year - -
======================= =======================
Factors affecting tax charge for the year
Profit before taxation 3,896 764
======================= =======================
Tax charge calculated
on profit before taxation
at the applicable rate
of 19% 740 145
Gains on investments (757) (180)
Tax losses carried forward 17 35
- -
======================= =======================
Capital returns are not taxable as the Company is exempt from
tax on realised capital gains whilst it continues to comply with
the VCT regulations, so no corporation tax is recognised on capital
gains or losses. Due to the intention to continue to comply with
the VCT regulations, the Company has not provided for deferred tax
on any realised or unrealised capital gains and losses. No deferred
tax asset has been recognised in respect of the tax losses carried
forward due to the uncertainty as to recovery.
6. Basic and diluted return/(loss) per Ordinary Share
Year ended 28 February 2021
Revenue Capital Total
Total comprehensive income GBP242,000 GBP3,654,000 GBP3,896,000
for the year
Weighted average number
of shares in issue for the
year 38,636,487 38,636,487 38,636,487
Less: management incentive
shares (see note 11) (7,727,297) (7,727,297) (7,727,297)
Weighted average number
of shares for purposes of
return per share calculations 30,909,190 30,909,190 30,909,190
------------ ------------- -------------
Return per share 0.78p 11.82p 12.60p
Year ended 29 February 2020
Revenue Capital Total
Total comprehensive income GBP160,000 GBP604,000 GBP764,000
for the year
Weighted average number
of shares in issue for the
year 38,636,487 38,636,487 38,636,487
Less: management incentive
shares (see note 11) (7,727,297) (7,727,297) (7,727,297)
Weighted average number
of shares for purposes of
return per share calculations 30,909,190 30,909,190 30,909,190
------------ ------------ ------------
Return per share 0.52p 1.95p 2.47p
7. Dividends
The Directors do not propose a final dividend in relation to the
year ended 28 February 2021 (2020: GBPnil). During the year, two
interim dividends of 3p per ordinary share were paid from revenue
reserves in relation to the years ended 28 February 2020 and 2021
totalling GBP1,855,000 (2020: 1p final dividend paid in respect of
the year ended 28 February 2019 totalling GBP309,000).
8. Investments
Qualifying Non-qualifying
(a) Movements in investments investments investments Total
GBP'000 GBP'000 GBP'000
Purchased at cost 21,541 4,587 26,128
Net unrealised loss (2,404) - (2,404)
Valuation at 29 February
2020 19,137 4,587 23,724
Purchases at cost 2,145 - 2,145
Disposal of investments
and repayments of loans
and loan notes (2,040) (2,299) (4,339)
Net unrealised gain 3,982 - 3,982
Valuation at 28 February
2021 23,224 2,288 25,512
============= =============== =============
Book cost at 28 February
2021 21,586 2,288 23,874
Net unrealised gain
at 28 February 2021 1,638 - 1,638
Valuation at 28 February
2021 23,224 2,288 25,512
============= =============== =============
(b) Gains on investments
Year ended Year ended
28 February 29 February
2021 2020
GBP'000 GBP'000
Unrealised gains in
year 3,982 946
3,982 946
=============== =============
The Company's investments are revalued each year, so until they
are sold any unrealised gains or losses are included in the fair
value of the investments
(c) Quoted and unquoted
investments
Market value Market value
as at 28 as at 29
February February
2021 2020
GBP'000 GBP'000
Unquoted investments 25,512 23,724
25,512 23,724
============= =============
Further details of these investments (including the unrealised
gain in the year) are disclosed in the Chairman's Statement,
Investment Manager's Report, Investment Portfolio Summary and
Significant Investments on pages 1 to 17 of the Annual Report.
9. Debtors
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Other debtors 13 3
Accrued income 2,853 2,749
2,866 2,752
================== ==================
10. Creditors - amounts falling due within one year
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Accruals 168 163
168 163
================== ==================
Redeemable preference shares were issued on 3 September 2015 for
total consideration GBP12,500 to Puma Investment Management
Limited, being one quarter paid up, so as to enable the Company to
obtain a certificate under s.761 of the Companies Act 2006.
Each of the redeemable preference shares carries the right to a
fixed, cumulative, preferential dividend of 0.1% per annum
(exclusive of any imputed tax credit available to shareholders) on
the nominal amount thereof but confers no right to vote except as
otherwise agreed by the holders of a majority of the Shares. On a
winding-up, the redeemable preference shares confer the right to be
paid the nominal amount paid on such shares. The redeemable
preference shares are redeemable at par at any time by the Company
and by the holder. Each redeemable preference share which is
redeemed, shall, thereafter be cancelled without further resolution
or consent.
11. Management Performance Incentive Arrangement
On 3 September 2015, the Company entered into an Agreement with
the Investment Manager and members of the investment management
team (together "the Management Team") such that the Management Team
will be entitled in aggregate to share in 20 per cent of the
aggregate excess on any amounts realised by the Company in excess
of GBP1 per Ordinary Share, the Performance Target.
This incentive is effective through the issue of ordinary shares
in the Company, such that the Management Team hold 7,727,297
ordinary shares being 20% of the issued share capital of
38,636,487.
The Management Team will waive all rights to dividends until a
return of GBP1 per share (whether capital or income) has been paid
to the other shareholders.
The total return per share to 28 February 2021 is 100.81p (2020:
88.20p), comprising net asset value per share of 91.81p (2020:
85.20p) and dividends paid to date of 9p (2020: 3p). As the total
return only exceeds GBP1 per share by less than 1p, there is no
share based payment charge in the accounts due to immateriality
(2020: nil) and the management incentive shares are excluded from
the calculations of earnings per share (note 6) and net asset per
share (note 13).
The performance incentive structure provides a strong incentive
for the Investment Manager to ensure that the Company performs
well, enabling the Board to approve distributions as high and as
soon as possible.
12. Called Up Share Capital
As at 28 As at 29 As at 28 As at 29
February February February February
2021 2020 2021 2020
Number of Number of
GBP'000 GBP'000 shares shares
Allotted, called
up and fully paid:
Ordinary shares of
0.05p each 19 19 38,636,487 38,636,487
========== ========== =========== ===========
Allotted, called
up and partly paid:
Redeemable preference
shares of GBP1 each 13 13 50,000 50,000
========== ========== =========== ===========
13. Net Asset Value per Ordinary Share
As at As at
28 February 2021 29 February 2020
Net assets GBP28,377,000 GBP26,336,000
------------------ ------------------
Number of shares in issue 38,636,487 38,636,487
Less: management incentive
shares (see note 11) (7,727,297) (7,727,297)
------------------ ------------------
Number of shares in issue
for purposes of Net
Asset Value per share calculation 30,909,190 30,909,190
------------------ ------------------
Net asset value per share
Basic and diluted 91.81p 85.20p
14. Financial Instruments
The Company's financial instruments comprise its investments,
cash balances, debtors and certain creditors. The fair value of all
of the Company's financial assets and liabilities is represented by
the carrying value in the Balance Sheet. Excluding cash balances,
the Company held the following categories of financial instruments
at 28 February 2021:
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Financial assets at fair
value through profit or
loss 25,512 23,724
Financial assets that are
debt instruments measured
at amortised cost 2,866 2,752
Financial liabilities measured
at amortised cost (168) (163)
28,210 26,313
================== ==================
Management of risk
The main risks the Company faces from its financial instruments
are market price risk, being the risk that the value of investment
holdings will fluctuate as a result of changes in market prices
caused by factors other than interest rate or currency movements,
liquidity risk, credit risk and interest rate risk. The Board
regularly reviews and agrees policies for managing each of these
risks. The Board's policies for managing these risks are summarised
below and have been applied throughout the year.
Credit risk
Credit risk is the risk that the counterparty to a financial
instrument will fail to discharge an obligation or commitment that
it has entered into with the Company. The Investment Manager
monitors counterparty risk on an ongoing basis. The Company's
maximum exposure to credit risk is as follows:
As at 28 February As at 29 February
2021 2020
GBP'000 GBP'000
Investments in loans, loan
notes and bonds 6,269 8,510
Cash at bank and in hand 167 23
Interest, dividends and
other receivables 2,866 2,752
9,302 11,285
================== ==================
The cash held by the Company at the year-end is held in one U.K.
bank. Bankruptcy or insolvency of the bank may cause the Company's
rights with respect to the receipt of cash held to be delayed or
limited. The Board monitors the Company's risk by reviewing
regularly the financial position of the bank and should it
deteriorate significantly the Investment Manager will, on
instruction of the Board, move the cash holdings to another
bank.
Credit risk associated with interest, dividends and other
receivables are predominantly covered by the investment management
procedures.
Investments in loans and loan notes comprises a fundamental part
of the Company's venture capital investments, therefore credit risk
in respect of these assets is managed within the Company's main
investment procedures.
Market price risk
Market price risk arises mainly from uncertainty about future
prices of financial instruments held by the Company. It represents
the potential loss the Company might suffer through holding
investments in the face of price movements. The Investment Manager
actively monitors market prices and reports to the Board, which
meets regularly in order to consider investment strategy.
The Company's strategy on the management of market price risk is
driven by the Company's investment policy as outlined in the
Strategic Report on page 19. The management of market price risk is
part of the investment management process. The portfolio is managed
with an awareness of the effects of adverse price movements through
detailed and continuing analysis, with an objective of maximising
overall returns to shareholders.
Holdings in unquoted investments may pose higher price risk than
quoted investments. Some of that risk can be mitigated by close
involvement with the management of the investee companies along
with review of their trading results. 100% (2020: 100%) of the
Company's investments are unquoted investments.
Liquidity risk
Details of the Company's unquoted investments are provided in
the Investment Portfolio summary on page 10. By their nature,
unquoted investments may not be readily realisable and the Board
considers exit strategies for these investments throughout the
period for which they are held. As at the year end, the Company had
no borrowings.
The Company's liquidity risk associated with investments is
managed on an ongoing basis by the Investment Manager in
conjunction with the Directors and in accordance with policies and
procedures in place as described in the Strategic Report and the
Directors' Report. The Company's overall liquidity risks are
monitored on a quarterly basis by the Board. The Company maintains
access to cash reserves sufficient to pay accounts payable and
accrued expenses.
Fair value interest rate risk
The benchmark that determines the interest paid or received on
the current account is the Bank of England base rate, which was
0.1% at 28 February 2021 (2020: 0.75%). All of the loan and loan
note investments are unquoted and hence not directly subject to
market movements as a result of interest rate movements.
Cash flow interest rate risk
The Company has exposure to interest rate movements primarily
through its cash deposits and loan notes which track either the
Bank of England base rate or LIBOR.
Interest rate risk profile of financial assets
The following analysis sets out the interest rate risk of the
Company's financial assets as at 28 February 2021.
Average
interest Period
Rate status rate until maturity Total
GBP'000
Cash at bank - RBS Floating 0.01% - 167
Loans and loan notes Fixed 17.63% 70 months 4,866
Balance of assets Non-interest bearing - 23,512
28,545
========
The following analysis sets out the interest rate risk of the
Company's financial assets as at 29 February 2020.
Average
interest Period
Rate status rate until maturity Total
GBP'000
Cash at bank - RBS Floating 0.01% - 23
Loans and loan notes Fixed 11.88% 26 months 8,516
Balance of assets Non-interest bearing - 17,960
26,499
========
Foreign currency risk
The reporting currency of the Company is Sterling. The Company
has not held any non-Sterling investments during the year.
Fair value hierarchy
Financial assets and liabilities measured at fair value are
disclosed using a fair value hierarchy that reflects the
significance of the inputs used in making the fair value
measurements, as follows:-
-- Level 1 - Fair value is measured using the unadjusted quoted
price in an active market for identical assets.
-- Level 2 - Fair value is measured using inputs other than
quoted prices that are observable using market data.
-- Level 3 - Fair value is measured using unobservable inputs.
Fair values have been measured at the end of the reporting year
as follows:-
2021 2020
GBP'000 GBP'000
Level 3
Unquoted investments 25,512 23,724
25,512 23,724
======== ========
The Level 3 investments have been valued in line with the
Company's accounting policies and IPEV guidelines. Further details
of these investments are provided in the Significant Investments
section of the Annual Report on pages 11 to 17.
15. Capital management
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern, so that it
can provide an adequate return to shareholders by allocating its
capital to assets commensurate with the level of risk.
The Company must have an amount of capital, at least 80% (as
measured under the tax legislation) of which must be, and remain,
invested in the relatively high-risk asset class of small UK
companies within three years of that capital being subscribed.
The Company accordingly has limited scope to manage its capital
structure in the light of changes in economic conditions and the
risk characteristics of the underlying assets. Subject to this
overall constraint upon changing the capital structure, the Company
may adjust the amount of dividends paid to shareholders, issue new
shares, or sell assets to maintain a level of liquidity to remain a
going concern.
The Board has the opportunity to consider levels of gearing,
however there are no current plans to do so. It regards the net
assets of the Company as the Company's capital, as the level of
liabilities is small and the management of those liabilities is not
directly related to managing the return to shareholders.
16. Contingencies, Guarantees and Financial Commitments
There were no commitments, contingencies or guarantees of the
Company at the year-end (2020: none).
17. Controlling Party
In the opinion of the Directors there is no immediate or
ultimate controlling party.
18. Post Balance Sheet Events
On 15 June 2021, the VCT realised its position in Pure Cremation
Holdings Limited for the total proceeds of GBP8.3m.
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in
accordance with section 434 Companies Act 2006 for the year ended
28 February 2021, but has been extracted from the statutory
financial statements for the year ended 28 February 2021 which were
approved by the Board of Directors on 30 June 2021 and will be
delivered to the Registrar of Companies. The Independent Auditor's
Report on those financial statements was unqualified and did not
contain any emphasis of matter nor statements under s 498(2) and
(3) of the Companies Act 2006.
The statutory accounts for the year ended 29 February 2020 have
been delivered to the Registrar of Companies and received an
Independent Auditors report which was unqualified and did not
contain any emphasis of matter nor statements under s 498(2) and
(3) of the Companies Act 2006.
Copies of the full annual report and financial statements for
the year ended 28 February 2021 will be available to the public at
the registered office of the Company at Cassini House, 57 St
James's Street, London, SW1A 1LD and will be available for download
from www.pumainvestments.co.uk.
This information is provided by RNS, the news service of the
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END
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